EXHIBIT 10.2
EXIDE TECHNOLOGIES
2004 STOCK INCENTIVE PLAN
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STOCK OPTION AWARD AGREEMENT
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AWARD NO. ________
You (the "Participant") are hereby awarded the following stock
option (the "Option") to purchase Common Stock of Exide Technologies ("the
"Company"), subject to the terms and conditions set forth in this Stock Option
Award Agreement (this "Award Agreement") and in the Exide Technologies 2004
Stock Incentive Plan (the "Plan"), which is attached hereto. You should
carefully review these documents, and consult with your personal financial
advisor, before exercising this Option.
By executing this Award Agreement, you agree to be bound by all of
the Plan's terms and conditions as if they had been set out verbatim in this
Award Agreement. In addition, you recognize and agree that all determinations,
interpretations, or other actions respecting the Plan and this Award Agreement
will be made by the Board of Directors of Exide Technologies (the "Board") or
the Committee pursuant to Section 4 of the Plan, and that such determinations,
interpretations or other actions are (unless arbitrary and capricious) final,
conclusive and binding upon all parties, including you, your heirs, and
representatives. Capitalized terms are defined in the Plan or in this Award
Agreement.
1. VARIABLE TERMS. This Option shall be controlled by and interpreted according
to the following terms, subject to the provisions of the Plan in all instances:
Type of Stock Option Non-Qualified Stock Option
Number of Shares
subject to Option
Option Exercise
Price per Share $15.82
Date of Option Grant October 13, 2004
Expiration Date 10 years after Date of Option Grant
Vesting Schedule You shall vest in the right to exercise this Option on
(i) October 13, 2005 with respect to 33.3% of the
Number of Shares listed above; (ii) October 13, 2006
with respect to 33.3%; and (iii) October 13, 2007 with
respect to the remaining 33.4% subject in each case to
acceleration as provided in the Plan, to the
shareholder approval condition set forth in Section 7
below, and to your Continuous Service with Vesting
Schedule the Company not ending before the vesting
date.
2. TERM OF OPTION. The term of the Option will expire on the Expiration Date or
earlier as provided in Section 6 or pursuant to the terms of the Plan.
3. MANNER OF EXERCISE. Prior to its expiration pursuant to the terms of this
Award Agreement, each Option may be exercised, in whole or in part (provided
that the Company shall not be required to issue fractional shares), by delivery
of written notice of exercise to the secretary of the Company accompanied by the
full exercise price of the Shares being purchased. The exercise price of the
Option may be paid in the following manner:
(a) cash or check payable to the Company (in U.S. dollars);
(b) other Shares that (A) are owned by the Participant who is
purchasing Shares pursuant to an Option, (B) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares
as to which the Option is being exercised, (C) were not acquired by such
Participant pursuant to the exercise of an Option, unless such Shares have
been owned by such Participant for at least six months or such other
period as the Committee may determine, (D) are all, at the time of such
surrender, free and clear of any and all claims, pledges, liens and
encumbrances, or any restrictions which would in any manner restrict the
transfer of such shares to or by the Company (other than such restrictions
as may have existed prior to an issuance of such Shares by the Company to
such Participant), and (E) are duly endorsed for transfer to the Company;
(c) a cashless exercise program that the Committee may approve, from
time to time in its discretion, pursuant to which a Participant may
concurrently provide irrevocable instructions (A) to such Participant's
broker or dealer to effect the immediate sale of the purchased Shares and
remit to the Company, out of the sale proceeds available on the settlement
date, sufficient funds to cover the exercise price of the Option plus all
applicable taxes required to be withheld by the Company by reason of such
exercise, and (B) to the Company to deliver the certificates for the
purchased Shares directly to such broker or dealer in order to complete
the sale; or
(d) any combination of the foregoing methods of payment.
The Company shall not be required to deliver Shares pursuant to the exercise of
an Option until payment of the full exercise price therefore is received by the
Company. . The amount of Shares for which the Option may be exercised is
cumulative; that is, if you fail to exercise the Option for all of the Shares
vested under the Option during any period set forth above, then any Shares
subject to the Option that are not exercised during such period may be exercised
during any subsequent period, until the expiration or termination of the Option
pursuant to Sections 2 and 5 of this Award Agreement and the terms of the Plan.
Fractional Shares may not be purchased.
4. ISSUANCE OF SHARES. Except as otherwise provided in the Plan or this
Agreement, as promptly as practicable after receipt of written notice of
exercise and payment in full of the exercise price and any required income tax
withholding, the Company will issue or transfer to Participant the number of
Shares with respect to which the Option has been exercised (less shares
withheld in satisfaction of tax withholding obligations, if any) and will
deliver to Participant a certificate or certificates therefor, registered in
Participant's name.
5. SPECIAL INCENTIVE STOCK OPTIONS ("ISO") PROVISIONS. If designated as an ISO,
this Option shall be treated as an ISO to the extent allowable under Section 422
of the Code, and shall otherwise be treated as a Non-ISO. If you sell or
otherwise dispose of Shares acquired upon the exercise of an ISO within 1 year
from the date such Shares were acquired or 2 years from the Date of Option
Grant, you agree to deliver a written report to the Company within 10 days
following the sale or other disposition of such Shares detailing the net
proceeds of such sale or disposition. You agree that you may be subject to
income tax withholding by the Company on compensation income recognized by
you from the early disposition by payment in cash or out of the current wages
or other compensation payable to you.
6. TERMINATION OF CONTINUOUS SERVICE.
(a) Termination other than Upon Disability or Death or for Cause. In
the event of termination of a Participant's Continuous Service (other than as a
result of Participant's death, disability or termination for Cause), the
Participant shall have the right to exercise an Option at any time within 90
days following such termination to the extent the Participant was entitled to
exercise such Option at the date of such termination.
(b) Disability. In the event of termination of a Participant's
Continuous Service as a result of his or her "disability" within the meaning of
Section 22(e)(3) of the Code, the Participant shall have the right to exercise
an Option at any time within one year following such termination to the extent
the Participant was entitled to exercise such Option at the date of such
termination.
(c) Death. In the event of the death of a Participant during the
period of Continuous Service since the Grant Date of an Option, or within thirty
days following termination of the Participant's Continuous Service, the Option
may be exercised, at any time within one year following the date of the
Participant's death, by the Participant's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only to the extent
the right to exercise the Option had vested at the date of death or, if earlier,
the date the Participant's Continuous Service terminated.
(d) Cause. If the Committee determines that a Participant's
Continuous Service terminated due to Cause, the Participant shall immediately
forfeit the right to exercise any Option, and it shall be considered immediately
null and void.
7. SHAREHOLDER APPROVAL CONDITION. Notwithstanding anything to the contrary
contained herein or in the Plan and pursuant to Section 17 of the Plan, this
Award is expressly conditioned on the Plan being approved by the shareholders of
the Company. Accordingly, you may not exercise this Option until such approval
has been obtained, and this Award shall become null, void, and of no force or
effect if such approval is not received within the period set forth in Section
17 of the Plan.
8. TRANSFER. The Options granted herein are not transferable, except as provided
in Section 10 of the Plan, or as approved by the Committee.
9. OCCURRENCE OF A CHANGE IN CORPORATE CONTROL. Notwithstanding Section 11(c) of
the Plan, if this Option is assumed or substituted by a Successor Corporation in
a Change in Control, and your employment is Involuntarily Terminated by the
Successor Corporation in connection with, or within 12 months following
consummation of, the Change in Control, then your right to exercise this Option
shall become fully vested
10. DESIGNATION OF BENEFICIARY. Notwithstanding anything to the contrary
contained herein or in the Plan, following the execution of this Award
Agreement, you may expressly designate a beneficiary (the "Beneficiary") to your
interest in the Option awarded hereby. You shall designate the Beneficiary by
completing and executing a designation of beneficiary agreement substantially in
the form attached hereto as Exhibit A (the "Designation of Beneficiary") and
delivering an executed copy of the Designation of Beneficiary to the Company.
11. ADJUSTMENTS. Options may be adjusted or terminated in any manner as
contemplated by the Plan or this Agreement.
12. WITHHOLDING. Upon (a) disposition of Shares acquired pursuant to the
exercise of an Incentive Stock Option granted pursuant to the Plan within two
years of the grant of the Incentive Stock Option or within one year after
exercise of the Incentive Stock Option, or (b) exercise of a Nonqualified Stock
Option (or an Incentive Stock Option treated as a Nonqualified Stock Option), or
(c) under any other circumstances determined by the Committee in its sole
discretion, the Company will have the right to require any Participant, and such
Participant by accepting the Awards granted under the Plan agrees, to pay to the
Company the amount of any Federal, state, local income taxes or other taxes
incurred by reason of the exercise of Options granted hereunder that the Company
may be required to withhold with respect thereto. In the event of clauses (a),
(b) or (c), Participant will pay to the Company such amount as the Company deems
necessary to satisfy its minimum tax withholding obligation and such payment
will be made: (i) in cash, (ii) to the extent authorized by the Committee,
having the Company retain shares which would otherwise be delivered upon
exercise of an Option, (iii) to the extent authorized by the Committee,
delivering or attesting to ownership of Shares owned by the holder of the Option
for at least 6 months prior to the exercise of such Option or (iv) any
combination of any such methods. For purposes hereof, Shares will be valued at
Fair Market Value.
13. NOTICES. Any notice, payment or communication required or permitted to be
given by any provision of this Award Agreement shall be in writing and shall be
delivered personally or sent by certified mail, return receipt requested,
addressed as follows: (i) if to the Company, at the address set forth on the
signature page, to the attention of: Executive Vice President -- Human
Resources; (ii) if to Participant, at the address set forth below his or her
signature on the signature page hereto. Each party may, from time to time, by
notice to the other party hereto, specify a new address for delivery of notices
to such party hereunder. Any such notice shall be deemed to be delivered, given,
and received for all purposes as of the date such notice is received or properly
mailed.
14. BINDING EFFECT. Except as otherwise provided in this Award Agreement or in
the Plan, every covenant, term, and provision of this Award Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, legatees, legal representatives, successors, transferees, and assigns.
15. MODIFICATIONS. This Award Agreement may be modified or amended at any time
by the Committee, provided that your consent must be obtained for any
modification that adversely alters
or impairs any rights or obligations under this Award Agreement, unless there is
an express Plan provision permitting the Committee to act unilaterally to make
the modification.
16. HEADINGS. Section and other headings contained in this Award Agreement are
for reference purposes only and are not intended to describe, interpret, define
or limit the scope or intent of this Award Agreement or any provision hereof.
17. SEVERABILITY. Every provision of this Award Agreement and of the Plan is
intended to be severable. If any term hereof is illegal or invalid for any
reason, such illegality or invalidity shall not affect the validity or legality
of the remaining terms of this Award Agreement.
18. GOVERNING LAW. This Award Agreement shall be interpreted, administered and
otherwise subject to the laws of the State of Delaware (disregarding
choice-of-law provisions).
19. COUNTERPARTS. This Award Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.
(SIGNATURE PAGE FOLLOWS)
BY YOUR SIGNATURE BELOW, along with the signature of the Company's
representative, you and the Company agree that the Option is awarded under and
governed by the terms and conditions of this Award Agreement and the Plan.
EXIDE TECHNOLOGIES
By: _____________________________________
A duly authorized Director or Officer
Address: 00000 Xxxxxxxxx Xxxxxxx
Xxxxxxxx 000
Xxxxxxxxxx, XX 00000
The undersigned hereby accepts the terms of this Award Agreement and the
Plan.
_________________________________________
Address: ________________________________
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EXIDE TECHNOLOGIES
2004 STOCK INCENTIVE PLAN
EXHIBIT A
DESIGNATION OF BENEFICIARY
In connection with the STOCK OPTION AWARD AGREEMENT (the "Award
Agreement") entered into on _______________, 200_ between Exide Technologies.
(the "Company") and _______________, an individual residing at
___________________________________________________________ (the "Participant"),
the Participant hereby designates the person specified below as the beneficiary
of the Participant's interest in a stock option to purchase shares of Common
Stock (as defined in the Award Agreement) of the Company awarded pursuant to the
Award Agreement. This designation shall remain in effect until revoked in
writing by the Participant.
Name of Beneficiary: _______________________
Address: _______________________
_______________________
_______________________
Social Security No.: _______________________
The Participant understands that this designation operates to
entitle the above-named beneficiary to the rights conferred by the Award
Agreement from the date this form is delivered to the Company until such date as
this designation is revoked in writing by the Participant, including by delivery
to the Company of a written designation of beneficiary executed by the
Participant on a later date.
Date: ______________________
By: ______________________
[Participant Name]
Sworn to before me this
____ day of ____________, 200_
____________________________
Notary Public
County of __________________
State of ___________________
